Exhibit 4(af)


 


NextEra
Energy Capital Holdings, Inc.


 


OFFICER’S CERTIFICATE


 


Creating the ____% Debentures, Series
due __________


 


__________, __________
of NextEra Energy Capital Holdings, Inc. (the “Company”), pursuant to the authority granted in the accompanying
Board Resolutions (all capitalized terms used herein which are not defined herein or in Exhibit A hereto, but which
are defined in the Indenture referred to below, shall have the meanings specified in the Indenture), and pursuant to Sections 201
and 301 of the Indenture, does hereby certify to The Bank of New York Mellon (the “Trustee”), as Trustee under
the Indenture (For Unsecured Debt Securities) dated as of June 1, 1999 between the Company and the Trustee, as amended (the
“Indenture”), that:


 


1.     The
securities to be issued under the Indenture in accordance with this certificate shall be designated “____% Debentures, Series
due __________” (referred to herein as the “Debentures of the __________ Series”) and shall be issued
in substantially the form set forth as Exhibit A hereto.


 


2.     The
Debentures of the __________ Series shall be issued by the Company in the initial aggregate principal amount of $__________. Additional
Debentures of the __________ Series, without limitation as to amount, having substantially the same terms as the Outstanding Debentures
of the __________ Series (except for the issue date of the additional Debentures of the __________ Series and, if applicable the
initial Interest Payment Date (as defined below)) may also be issued by the Company pursuant to the Indenture without the consent
of the Holders of the then-Outstanding Debentures of the __________ Series. Any such additional Debentures of the __________ Series
as may be issued pursuant to the Indenture from time to time shall be part of the same series as the then-Outstanding Debentures
of the __________ Series.


 


3.     The
Debentures of the __________ Series shall mature and the principal shall be due and payable, together with all accrued and unpaid
interest thereon, on the Stated Maturity Date. The “Stated Maturity Date” means __________.


 


4.     The
Debentures of the __________ Series shall bear interest as provided in the form set forth as Exhibit A hereto.


 


5.     Each
installment of interest on a Debenture of the __________ Series shall be payable as provided in the form set forth as Exhibit
A hereto.


 


6.     Registration
of the Debentures of the __________ Series, and registration of transfers and exchanges in respect of the Debentures of the __________
Series, may be effectuated at the office or agency of the Company in New York City, New York. Notices and demands to or upon the
Company in respect of the Debentures of the __________ Series may be served at the office or agency of the Company in New York
City, New York. The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment, registration,
registration of transfers and exchanges and service of notices and demands, and the Company hereby appoints the Trustee as its
agent for all such purposes; provided, however, that the Company reserves the right to change, by one
or more Officer’s Certificates, any such office or agency and such agent. The Trustee will initially be the Security Registrar
and the Paying Agent for the Debentures of the __________ Series.


 


7.     [The
Debentures of the __________ Series will be redeemable at the option of the Company prior to the Stated Maturity Date as provided
in the form set forth as Exhibit A hereto.][The Debentures of the __________ Series will not be redeemable at
the option of the Company prior to the Stated Maturity Date.]


 




     


     


    

 


8.     So
long as all of the Debentures of the __________ Series are held by a securities depository in book-entry form, the Regular Record
Date for the interest payable on any given Interest Payment Date with respect to the Debentures of the __________ Series shall
be the close of business on the Business Day immediately preceding such Interest Payment Date; provided, however,
that if any of the Debentures of the __________ Series are not held by a securities depository in book-entry form, the Regular
Record Date will be the close of business on the fifteenth (15th) calendar day immediately preceding such Interest Payment Date.


 


9.     If
the Company shall make any deposit of money and/or Eligible Obligations with respect to any Debentures of the __________ Series,
or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver
an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also
deliver to the Trustee, together with such Officer’s Certificate, either:


 


(A)  an
instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Debentures
of the __________ Series, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the
Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of
said Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or
Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become
due on such Debentures of the __________ Series or portions thereof, all in accordance with and subject to the provisions of said
Section 701; provided, however, that such instrument may state that the obligation of the Company to
make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee,
showing the calculation thereof; or


 


(B)  an
Opinion of Counsel to the effect that, as a result of (i) the receipt by the Company from, or the publication by, the Internal
Revenue Service of a ruling or (ii) a change in law occurring after the date of this certificate, the Holders of such Debentures
of the __________ Series, or the applicable portion of the principal amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in
respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same
manner as if such satisfaction and discharge had not been effectuated.


 


10.  The
Debentures of the __________ Series will be absolutely, irrevocably and unconditionally guaranteed as to payment of principal,
interest and premium, if any, by NextEra Energy, Inc., as Guarantor (the “Guarantor”), pursuant to a Guarantee
Agreement, dated as of June 1, 1999, between the Guarantor and The Bank of New York Mellon (as Guarantee Trustee) (the “Guarantee
Agreement”). [The following shall constitute “Guarantor Events” with respect to the Debentures of
the __________ Series:


 


(A)  the
failure of the Guarantee Agreement to be in full force and effect;


 




    	 	-2-	 



     


    

 


(B)  the
entry by a court having jurisdiction with respect to the Guarantor of (i) a decree or order for relief in respect of the Guarantor
in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or other similar law or (ii)
a decree or order adjudging the Guarantor bankrupt or insolvent, or approving as properly filed a petition by one or more entities
other than the Guarantor seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under
any applicable Federal or State bankruptcy, insolvency or other similar law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Guarantor or for any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of ninety (90) consecutive days; or


 


(C)  the
commencement by the Guarantor of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or
other similar law or of any other case or proceeding seeking for the Guarantor to be adjudicated bankrupt or insolvent, or the
consent by the Guarantor to the entry of a decree or order for relief in respect of itself in a case or proceeding under any applicable
Federal or State bankruptcy, insolvency or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against the Guarantor, or the filing by the Guarantor of a petition or answer or consent seeking reorganization or relief under
any applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by the Guarantor to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Guarantor or of any substantial part of its property, or the making by the Guarantor of an assignment for
the benefit of creditors, or the admission by the Guarantor in writing of its inability to pay its debts generally as they become
due, or the authorization of such action by the Board of Directors of the Guarantor.


 


Notwithstanding anything to
the contrary contained in the Debentures of the __________ Series, this certificate or the Indenture, the Company shall, if a Guarantor
Event shall occur and be continuing, redeem all of the Outstanding Debentures of the _________ Series within sixty (60) days after
the occurrence of such Guarantor Event at a redemption price equal to the principal amount thereof plus accrued and unpaid interest,
if any, to but excluding the date of redemption unless, within thirty (30) days after the occurrence of such Guarantor
Event, S&P Global Ratings, a division of S&P Global, Inc., and Moody’s Investors Service, Inc. (if the Debentures
of the _________ Series are then rated by those rating agencies, or, if the Debentures of the __________ Series are then rated
by only one of those rating agencies, then such rating agency, or, if the Debentures of the _________ Series are not then rated
by either one of those rating agencies but are then rated by one or more other nationally recognized rating agencies, then at least
one of those other nationally recognized rating agencies) shall have reaffirmed in writing that, after giving effect to such Guarantor
Event, the credit rating on the Debentures of the _________ Series shall be investment grade (i.e. in one of the four highest categories,
without regard to subcategories within such rating categories, of such rating agency).]


 


11.  [With
respect to the Debentures of the __________ Series, each of the following events shall be an additional Event of Default under
the Indenture:


 


(A)  the
consolidation of the Guarantor with or merger of the Guarantor into any other Person, or the conveyance or other transfer or lease
by the Guarantor of its properties and assets substantially as an entirety to any Person, unless


 


(i)     the
Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or other transfer,
or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a Person organized and existing
under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume the obligations
of the Guarantor under the Guarantee Agreement; and


 




    	 	-3-	 



     


    

 


(ii)  immediately
after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; or


 


(B)  the
failure of the Company to redeem the Outstanding Debentures of the _________ Series if and as required by paragraph 10
hereof.]


 


12.  [If
a Guarantor Event occurs and the Company is not required to redeem the Debentures of the _________ Series pursuant to paragraph
10 hereof, the Company will provide to the Trustee and the Holders of the Debentures of the __________ Series annual and
quarterly reports containing the information that the Company would be required to file with the Securities and Exchange Commission
under Section 13 or Section 15(d) of the Securities Exchange Act of 1934 if it were subject to the reporting requirements of either
of those Sections; provided, that if the Company is, at that time, subject to the reporting requirements of either
of those Sections, the filing of annual and quarterly reports with the Securities and Exchange Commission pursuant to either of
those Sections will satisfy the foregoing requirement.]


 


13.  The
Debentures of the _________ Series will be initially issued in global form registered in the name of Cede & Co. (as nominee
for The Depository Trust Company). The Debentures of the _________ Series in global form shall bear the depository legend in substantially
the form set forth as Exhibit A hereto. The Debentures of the _________ Series in global form will contain restrictions
on transfer, substantially as described in the form set forth as Exhibit A hereto.


 


14.  No
service charge shall be made for the registration of transfer or exchange of the Debentures of the _________ Series; provided,
however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with such transfer or exchange.


 


15.  The
Debentures of the _________ Series shall have such other terms and provisions as are provided in the form set forth as Exhibit
A hereto.


 


16.  The
undersigned has read all of the covenants and conditions contained in the Indenture relating to the issuance of the Debentures
of the __________ Series and the definitions in the Indenture relating thereto and in respect of which this certificate is made.


 


17.  The
statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying
this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters
set forth herein.


 


18.  In
the opinion of the undersigned, he or she has made such examination or investigation as is necessary to enable him or her to express
an informed opinion as to whether or not such covenants and conditions have been complied with.


 


19.  In
the opinion of the undersigned, such conditions and covenants and conditions precedent, if any (including any covenants compliance
with which constitutes a condition precedent), to the authentication and delivery of the Debentures of the __________ Series requested
in the accompanying Company Order No. __ have been complied with.


 




    	 	-4-	 



     


    

 


IN WITNESS WHEREOF,
I have executed this Officer’s Certificate on behalf of the Company this ____ day of __________ in New York, New York.


 


	 	 


 




     


     


    

 


Exhibit A


 


[Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a limited purpose company organized under the
New York Banking Law (“DTC”), to NextEra Energy Capital Holdings, Inc. or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.]


 


	No. _______________	CUSIP No. __________


 


[FORM OF FACE OF DEBENTURE]


 


NextEra
Energy Capital Holdings, Inc.


 


____% DEBENTURES, SERIES DUE __________


 


NextEra
Energy Capital Holdings, Inc., a corporation duly organized and existing under the laws of the State of Florida (herein
referred to as the “Company”, which term includes any successor Person under the Indenture (as defined below)),
for value received, hereby promises to pay to __________, or registered assigns, the principal sum of ____________________ Dollars
on ____________ (the “Stated Maturity Date”). The Company further promises to pay interest on the principal
sum of this ____% Debenture, Series due _________ (this “Security”) to the registered Holder hereof at the rate
of ____% per annum, in like coin or currency, [semi-annually] [quarterly] on __________[,__________, __________] and __________
of each year (each an “Interest Payment Date”) until the principal hereof is paid or duly provided for, such
interest payments to commence on _________. Each interest payment shall include interest accrued from the most-recently preceding
Interest Payment Date to which interest has either been paid or duly provided for (except that (i) the interest payment
which is due on _________ shall include interest that has accrued from _________, and (ii) if this Security is authenticated
during the period that (A) follows any particular Regular Record Date (as defined below) but (B) precedes the next occurring Interest
Payment Date, then the registered Holder hereof shall not be entitled to receive any interest payment with respect to this Security
on such next occurring Interest Payment Date). No interest will accrue on the Securities of this series with respect to the day
on which the Securities of this series mature. In the event that any Interest Payment Date is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other
payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to on the reverse
of this Security (the “Indenture”), be payable to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the “Regular Record Date” for such interest installment
which shall be the close of business on the Business Day immediately preceding such Interest Payment Date so long as all of the
Securities of this series are held by a securities depository in book-entry form; provided that if any of the Securities
of this series are not held by a securities depository in book-entry form, the Regular Record Date will be the close of business
on the fifteenth (15th) calendar day immediately preceding such Interest Payment Date; and provided further that
interest payable on the Stated Maturity Date or any Redemption Date will be paid to the same Person to whom the associated principal
is to be paid. Any such interest not punctually paid or duly provided for will forthwith cease to be payable to the Person who
is the Holder of this Security on such Regular Record Date and may be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest, notice of which shall be given to Holders of Securities of this series not less than ten (10)
days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.


 




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Payment of the principal
of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that
purpose in New York City, the State of New York in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that, at the option of
the Company, interest on this Security may be paid by check mailed to the address of the Person entitled thereto, as such address
shall appear on the Security Register or by a wire transfer to an account designated by the Person entitled thereto. The amount
of interest payable on this Security will be computed on the basis of a 360-day year consisting of twelve 30-day months (and for
any period shorter than a full [semi-annual][quarterly] period, on the basis of the actual number of days elapsed during such period
using 30-day calendar months).


 


Reference is hereby
made to the further provisions of this Security set forth on the reverse of this Security, which further provisions shall for all
purposes have the same effect as if set forth at this place. (All capitalized terms used in this Security which are not defined
herein, including the reverse of this Security, but which are defined in the Indenture or in the Officer’s Certificate, shall
have the meanings specified in the Indenture or in the Officer’s Certificate.)


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse of this Security by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




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IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed in New York, New York.


  


	 	NextEra Energy Capital Holdings, Inc.


 


	 	By:	 


 


[FORM OF CERTIFICATE OF AUTHENTICATION]


 


CERTIFICATE OF AUTHENTICATION


 


Dated:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	The Bank of New York MEllon, as Trustee


 


	 	By:	 
	 	 	Authorized Signatory


 




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[FORM OF REVERSE OF DEBENTURE]


 


This Security is
one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of June 1, 1999 (herein, together
with any amendments thereto, called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions
and Officer’s Certificate filed with the Trustee on __________ creating the series designated on the face hereof (herein
called the “Officer’s Certificate”), for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series and of the terms
upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the series designated
on the face hereof.


 


[Provisions for
redemption at the option of the Company, if any, will be inserted here.]


 


The Securities of
this series will be absolutely, irrevocably and unconditionally guaranteed as to payment of principal, interest and premium, if
any, by NextEra Energy, Inc., as Guarantor (the “Guarantor”), pursuant to a Guarantee Agreement, dated as of
June 1, 1999, between the Guarantor and The Bank of New York Mellon (as Guarantee Trustee) (the “Guarantee Agreement”).
[The following shall constitute “Guarantor Events” with respect to the Securities of this series:


 


(A)  the
failure of the Guarantee Agreement to be in full force and effect;


 


(B)  the
entry by a court having jurisdiction with respect to the Guarantor of (i) a decree or order for relief in respect of the Guarantor
in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or other similar law or (ii)
a decree or order adjudging the Guarantor bankrupt or insolvent, or approving as properly filed a petition by one or more entities
other than the Guarantor seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under
any applicable Federal or State bankruptcy, insolvency or other similar law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Guarantor or for any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of ninety (90) consecutive days; or


 


(C)  the
commencement by the Guarantor of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or
other similar law or of any other case or proceeding seeking for the Guarantor to be adjudicated bankrupt or insolvent, or the
consent by the Guarantor to the entry of a decree or order for relief in respect of itself in a case or proceeding under any applicable
Federal or State bankruptcy, insolvency or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against the Guarantor, or the filing by the Guarantor of a petition or answer or consent seeking reorganization or relief under
any applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by the Guarantor to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Guarantor or of any substantial part of its property, or the making by the Guarantor of an assignment for
the benefit of creditors, or the admission by the Guarantor in writing of its inability to pay its debts generally as they become
due, or the authorization of such action by the Board of Directors of the Guarantor.


 




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Notwithstanding
anything to the contrary contained in the Securities of this series, the Officer’s Certificate dated _________ creating the
Securities of this series, or the Indenture, the Company shall, if a Guarantor Event shall occur and be continuing, redeem all
of the Outstanding Securities of this series within sixty (60) days after the occurrence of such Guarantor Event at a redemption
price equal to the principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of redemption unless,
within thirty (30) days after the occurrence of such Guarantor Event, S&P Global Ratings, a division of S&P Global, Inc.,
and Moody’s Investors Service, Inc. (if the Securities of this series are then rated by those rating agencies, or, if the
Securities of this series are then rated by only one of those rating agencies, then such rating agency, or, if the Securities of
this series are not then rated by either one of those rating agencies but are then rated by one or more other nationally recognized
rating agencies, then at least one of those other nationally recognized rating agencies) shall have reaffirmed in writing that,
after giving effect to such Guarantor Event, the credit rating on the Securities of this series shall be investment grade (i.e.
in one of the four highest categories, without regard to subcategories within such rating categories, of such rating agency).


 


If a Guarantor Event
occurs and the Company is not required to redeem the Securities of this series pursuant to the preceding paragraph, the Company
will provide to the Trustee and the Holders of the Securities of this series annual and quarterly reports containing the information
that the Company would be required to file with the Securities and Exchange Commission under Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 if it were subject to the reporting requirements of either of those Sections; provided,
that if the Company is, at that time, subject to the reporting requirements of either of those Sections, the filing of annual and
quarterly reports with the Securities and Exchange Commission pursuant to either of those Sections will satisfy the foregoing requirement.]


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture, including the Officer’s Certificate described above.


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of and interest on the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected by such amendment to the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of all series to be thus affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by Holders of the specified percentages in principal amount of the Securities of this
series shall be conclusive and binding upon all current and future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 




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As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall
not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding
in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


The Securities of
this series are issuable only in registered form without coupons in denominations of [$____ and integral multiples of $____ in
excess thereof][$____ and integral multiples thereof]. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of
like tenor and of authorized denominations, as requested by the Holder surrendering the same.


 


No service charge
shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection therewith.


 


The Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute
owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee or any such agent
shall be affected by notice to the contrary.


 




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